UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest reported): September 3, 2006
EUROWEB INTERNATIONAL CORP.
(Exact name of registrant as specified in charter)
Delaware 001-12000 13-3696015
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
468 North Camden Drive Suite 256(I) Beverly Hills, CA 90210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 860-5697
Copies to:
Gregory Sichenzia, Esq.
Stephen M. Fleming, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into Material Definitive Agreements
Euroweb RE Corp.("ERC"), a wholly-owned subsidiary of Euroweb
International Corp. (the "Company") has entered into a Memorandum of
Understanding, dated September 3, 2006 (the "MOU"), with ISAN Holdings
Ltd. ("ISAN"), an Israeli company and unaffiliated third party, based in
Haifa, Israel. The MOU provides that ERC and ISAN will form a joint
venture to advance that specific real estate development project entitled
"Hayarkon Project", which involves the development of a high-end condo
complex with six units, situated in Tel-Aviv, located nearby the U.S.
embassy on the sea shore.(the "Project").
The purpose of the joint venture is to engage purchase, finance, develop,
market and sell the Project and the related real estate, pending
successful acquisition of the subject real estate, which such purchase is
currently being negotiated. The joint venture shall be owned in equal
parts by ISAN and ERC. Upon its formation, the joint venture shall issue
each of ISAN and ERC 50% of the joint venture's equity interests. The
Board of Directors of the joint venture shall be initially comprised of
two members, one to be appointed by ISAN and one to be appointed by ERC.
ERC shall provide limited financing for the Project (subject to certain
parameters as set forth in the MOU), which such financing is limited to
the extent that ISAN is able to obtain a construction loan for the entire
Project. The financing shall include (but shall not be limited to) the
cost of the real estate of the Project and any improvements, cost of
development and construction of the Project, fees of subcontractors of all
kinds (including architects, contractors, sales and marketing personnel,
appraisers, lawyers and accountants) and costs of any other consultants
that may be engaged to work on the Project. ISAN shall be the manager of
the Project and shall receive a management fee for direct costs associated
with the Project only. In consideration for its management services
including the supervising of the Project, the joint venture shall pay ISAN
a total amount of US $396,000 divided into 24 equal monthly payments
starting the first day of construction; provided, however, no other fee is
or will be paid to ISAN for providing services in connection with the
Project.
Item 9.01 Financial Statement and Exhibits
Exhibit No. Exhibit Description
10.1 Memorandum of Understanding dated September 3, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
EUROWEB INTERNATIONAL CORP.
By: /s/ YOSSI ATTIA
-------------------------------------
Name: Yossi Attia
Title: Chief Executive Officer
Date: September 7, 2006
Beverly Hills, California